ATTACHMENT A Sample Contract.pdf

FULL, LEGAL NAME OF CONTRACTOR Rev. 101226

FLEXIBLE SERVICES CONTRACT

between

SCHOOL DISTRICT NO. 1J, MULTNOMAH COUNTY, OREGON

(PORTLAND PUBLIC SCHOOLS)

and

FULL, LEGAL NAME OF CONTRACTOR

Contract No. FSCP

THIS CONTRACT SHALL BE BINDING ON DISTRICT ONLY IF IT IS

SIGNED BY THE DEPUTY CLERK OR AUTHORIZED DESIGNEE

This Flexible Services (“FSCP”) Contract (“Contract”) is made by and between School District No. 1J, Multnomah County, Oregon (“Portland Public Schools” or “District”) and Full, legal name of Contractor (“Contractor”) to provide construction services on the following Project Name (“Project”), briefly described below:

Insert brief description of the Project The parties agree as follows:

CONTRACTOR DATA

Contractor must submit a completed “Request for Taxpayer Identification Number and Certification” (Form W-9) with this signed Contract. Payment information will be reported to the Internal Revenue Service under the name and TIN or SSN, whichever is applicable, provided by Contractor. Contractor shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for Work under this Contract.

Full Business Name: Full, legal name of Contractor Contractor Contact Person:

Address:

City, State, ZIP:

Business Telephone:

Email:

Oregon CCB License Number:

Contractor certifies under penalty of perjury that Contractor is a:

Sole Proprietor Corporation Limited Liability Company

Partnership Other [describe: ]

District Point of Contact: Name of Dept./School Contract Manager (Email prefix@pps.net), Name of Dept./School, Portland Public Schools, P.O. Box 3107, Portland, Oregon 97208-3107 *All information in this contract is subject to public records law. Please contact the District Point of Contact listed above if you have questions.

TERMS AND CONDITIONS

1. Work. Contractor shall execute fully the Work described by the Contract Documents, unless specifically indicated in the Contract Documents to be the responsibility of others. “Work” means the construction and related services required by the Contract Documents, whether completed or partially completed, including (except as otherwise expressly stated in this Contract) all other labor, materials, equipment, tools, permits, fees, licenses, facilities, taxes, transportation, supervision, temporary constructions of every nature, and all other services, management, and facilities of every nature whatsoever necessary to fulfill Contractor’s duties by executing and completing this Contract within the Contract Time. The Work may constitute the whole or a part of the Project.

2. Flexible Services Contracting Method.

a. Work Authorization Process. Upon execution of the Flexible Services Contracts, the District will generate a random list of names of the Contractors appointed to the FSCP. Work Authorizations for individual projects will be offered, negotiated, and awarded sequentially to Contractors on the FSCP list. Once the District has offered a Work Authorization to all the Contractors in the FSCP (whether or not some or all of the Contractors have accepted the Offer), a new random FSCP list will be generated. The District may offer a Work Authorization to Contractors out of sequence in the following circumstances:

i. The Contractor that is next on the list declines or is unavailable during the time period needed.

ii. Work Authorization negotiations with the next-listed Contractor are not successful.

iii. The Project is for a Public Improvement that is a continuation of, an addition to, or connected with a Public Improvement previously constructed by a Contractor on the list, and such prior experience means that it is in the best interest of the District to award the Work Authorization to the Contractor that performed the prior work or provided the prior goods.

iv. The nature of the project is such that the District determines that an additional analysis of Contractor capability or capacity is required. In order to make this determination, the District shall conduct an Intermediate Procurement pursuant to PPS-49-0160 limited to Contractors in the FSCP.

b. Authorization of Work. Work Authorizations will be issued by the District to the Contractor to authorize the performance of all work under the Contract. The specific statement of work, performance schedule, deliverables, and compensation for a given assignment will be included in each Work Authorization. The District is not responsible for payment of any work that is not properly authorized.

c. Cost Estimates. Prior to issuance of any Work Authorization, the Contractor will be asked to provide a detailed cost estimate for the requested services which must include all labor hours (using the labor rates set forth in Exhibit I), Contractor and subcontractor personnel, and anticipated reimbursable expenses. All such cost estimates are subject to reasonable negotiations prior to execution of a Work Authorization. The Parties acknowledge that Work Authorization hour allocations by personnel are estimates only. Actual and therefore invoiced work hours by personnel may vary from those estimates; however, Consultant’s billings will not exceed the Work Authorization budget nor include billings for personnel not listed on the Work Authorization without the District’s prior consent.

d. Work Authorization Amendments. Except for changes to the expiration date of a Work Authorization, any change(s) to the scope, budget, or other matters of an approved Work Authorization will be implemented by a written amendment to that Work Authorization prepared by the District and signed by the parties. The expiration date of any Work Authorization may be changed through email approval between the Contractor and the District contact identified as the Work Authorization Manager on the cover page of an approved Work Authorization (the “District Work Authorization Manager”).

e. Contractor Notification Responsibilities. Contractor must notify the District Work Authorization Manager if either a) the agreed-upon budget or b) the expiration date of a Work Authorization needs to be amended prior to exceeding the agreed-upon budget or the expiration date of a Work Authorization.

f. Work Authorization Termination. Unless otherwise specified in a particular Work Authorization, the District may terminate any Work Authorization issued from the Contract for any reason by providing fifteen

(15) calendar days prior written notice to the Contractor. Such an action will not affect the balance of any other Work Authorizations that may have been issued from that Contract.

g. Performance Evaluation. At the completion of each Work Authorization, the Contractor may be evaluated by the District Work Authorization Manager with regards to quality of work products and services provided;

budget, scope and schedule control; contract administration (e.g. accuracy of billings); and other matters relevant to the work performed pursuant to that Work Authorization. Any such evaluation will be included in the Contractor’s contract file.

3. Effective Date and Termination Date. The effective date of this Contract shall be the Contract Start Date or the date on which the Contract is fully executed by both parties, whichever is later. No party shall perform work under this Contract before the effective date. An email notification with a copy of the fully executed contract will be sent to the Contractor email listed above upon execution. Unless earlier terminated as provided below, the termination date shall be .

PLEASE NOTE: Contractor shall not commence Work under this Contract until or unless a Work Authorization is issued.

4. Enumeration of Contract Documents. The “Contract Documents” include the following:

a. This Contract with these Terms and Conditions.

b. EXHIBIT A: District’s General Conditions to the FSCP Contract dated March 2021

c. EXHIBIT B: Insurance Requirements

d. EXHIBIT C: Contractor Certification Statement

e. EXHIBIT D: Worker's Compensation Exemption Certificate

f. EXHIBIT E: Career Learning

g. EXHIBIT F: Workforce Training and Hiring Program - applicable to any Work Authorization greater than $200k

h. EXHIBIT G: (BOLI Prevailing Wage Rates current version incorporated by reference and applicable only if the project is over $50,000 OR DCU Wage Rates current version incorporated by reference) https://www.oregon.gov/boli/WHD/PWR/Pages/PWR-Rate-Publications---2020.aspx

i. EXHIBIT H: Work Authorization Form (will include a specific Scope of Work for each project)

j. EXHIBIT I: Hourly Labor Rates

k. EXHIBIT J: Request for Proposal (“RFP”) #

l. EXHIBIT K: Name of Contractor proposal response dated

5. Contract; Contract Documents; Entire Agreement. This Contract and the other Contract Documents forms the entire and integrated agreement between the parties. Unless the context requires otherwise, any reference to the “Contract” includes the Contract Documents.

6. Determination of Contract Amount.

a. The FSCP does not authorize work. The FSCP allows the District to establish a pool of qualified and available contractors to provide the services specified in the Scope of Work on an “as needed” basis. The FSCP contract value will be up to, but no more than, $ (the estimated project budget for labor and materials).

b. Appointment to an FSCP does not guarantee that a contractor will receive a particular number of Work Authorizations or any Work Authorizations at all.

c. The establishment of an FSCP does not preclude the District from procuring public improvements that would otherwise fall within the FSCP from other contractors through any other procurement method authorized under PPS Rules.

https://www.oregon.gov/boli/WHD/PWR/Pages/PWR-Rate-Publications---2020.aspx

d. At any time during the term of an FSCP, the District may request confirmation from a contractor or contractors in the pool that the Contractor continues to maintain the skills, personnel, inventory, or other capability needed to perform the class of work or provide the required goods.

7. The Contract Sum.

a. The Contract Sum is $0. The Contract Sum is the maximum amount payable by District to Contractor for performance of Work under the Contract Documents.

b. Hourly Labor Rates applicable to every Work Authorization issued under this contract are set forth in Exhibit I.

8. Progress Payments.

a. The Contractor will submit an application for payment to the District Representative as provided in the

General Conditions. The District Representative may require the Contractor to simultaneously submit an application for payment to the Design Professional working on the Project.

b. Each application for payment shall be for one calendar month ending on the last day of the month.

c. Payments are due and payable 30 days following receipt of the Contractor’s complete Application for

Payment or 15 days from the date after payment is approved by the District Representative, whichever is earlier. Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate set forth in ORS 279C.570(2).

d. The amount of each progress payment shall be determined as provided in the General Conditions, less retainage of 5% pursuant to ORS 279C.550 to 279C.565, ORS 701.420 and 701.430, and less liquidated damages, if any. Under Oregon Laws 2024, ch. 2, § 1(5), the Contractor may elect that the retained funds be deposited in an interest-bearing account in a bank or other financial institution for the benefit of the District. In lieu of retained moneys, the Contractor may elect one of the following options under Oregon Laws 2024, ch. 2:

i. Under Oregon Laws 2024, ch. 2, § 1(1)(A) and (6), the Contractor may deposit bonds, securities, or other instruments.

ii. Under Oregon Laws 2024, ch. 2, § 1, the Contractor may submit a surety bond. Such a surety bond shall be executed by a surety bonding company that is authorized to transact surety business in the State of Oregon and shall be substantially in the form set forth in Oregon Laws 2024, ch. 2, § 4(4). If the Contractor elects the surety bond option, the Contractor shall comply with the requirements to accept surety bonds from subcontractors as set forth in Oregon Laws 2024, ch. 2, § 4(1).

e. The Contractor will bear any additional cost to the District of electing either the interest-bearing account option under Subsection 7(d) of this Section, the bonds/securities deposit option under Subsection 7(d)(i) of this Section, or the surety bond option under Subsection 7(d)(ii) of this Section. Such costs shall not be a reimbursable project cost.

9. Portland Public Schools Equity In Public Purchasing & Contracting Policy In July 2012, the PPS Board of Education passed the Portland Public Schools Equity in Public Contracting Policy, 8.50.095-P. The policy has three objectives:

Business Equity: The District will provide professional, supplier, construction and personal service purchasing and contracting opportunities to small businesses that have been historically under-utilized, including businesses owned by people of color, service-disabled veterans and women.

Contractor Workforce Equity: The District will ensure apprenticeship opportunities in the construction trades and will promote construction employment opportunities for people of color and women.

Career Learning Equity: The District will continue to provide career learning opportunities for students, providing them exposure to various potential career paths, including, but not limited to, architecture, engineering and related services, legal and accounting services, as well as building trades and construction work.

DEFINITIONS:

“Certified Business” means a company certified by the State of Oregon Certification Office of Business Inclusion and Diversity (COBID) as a Minority Business Enterprise (MBE), Women Business Enterprise (WBE), Veteran Business Enterprise (VBE), Oregon Small Business Enterprise (OSBE), and/or an Emerging Small Business (ESB) pursuant to Oregon Revised Statutes Chapter 200; and/or

A company certified in the States of Oregon, Washington and California by the U.S. Department of Transportation (U.S. DOT) as a Disadvantaged Business Enterprise (DBE) pursuant to Code of Federal Regulations (CFR) Title 49, Subtitle A, Parts 23 and 26; and/or

A company certified by the State of Washington Office of Minority and Women’s Business Enterprises (OMWBE) as a Minority Business Enterprise (MBE) and/or Women Business Enterprise (WBE) pursuant to Washington Administrative Code, Title 326, Chapter 326-20.

a. BUSINESS EQUITY Aspirational Goals for the Participation of Certified Businesses:

The Aspirational Goal for the District is as follows: Of the total amount the District pays against the contract resulting from this Contract, 18% or more is paid to a Certified Business. Such payment may be made by the District, its prime contractors or subcontractors.

b. CERTIFIED BUSINESS UTILIZATION REPORTING The District has implemented an online Certified Business utilization tracking system. This web-based software system facilitates Certified Business utilization reporting for all construction, architecture, engineering, and related services contractors doing business with Portland Public Schools. The system is designed to streamline and automate subcontractor utilization reporting requirements and includes the following key features:

• Automated tracking of Certified Business utilization, using the COBID database

• Online verification of subcontractor payments

• Automated communication with contractors via email regarding reporting status

Prime contractors will be required to use the online system to submit first tier subcontractor data and monthly reports on progress payments to all subcontractors. Subcontractors will be required to use the online system to verify payments received from prime contractors, identify any further tiers of subcontractors, and submit monthly reports on progress payments to their own subcontractors. Prime contractors and subcontractors must access the system at least monthly, when prompted, to manage contract information and provide the required subcontractor and payment information. Prime contractors are responsible for ensuring that all subcontractors comply with the utilization tracking requirements.

The Certified Business utilization tracking system is online at https://pps.diversitysoftware.com. Access information will be provided to the designated point of contact for each contractor after contract award.

c. CAREER LEARNING EQUITY

The intent of this objective is to increase the numbers of young people of color and young women in career learning programs. If this Contract has a value equal to or greater than $1,000,000, Contractor will offer District-specified career learning opportunities to District students as described in Exhibit E.

d. CONTRACTOR WORKFORCE EQUITY

1. Upon being issued a Work Authorization with a value greater than $200,000 under a Flexible Services Contract, a Contractor shall be obligated to comply with the District Contractor Workforce Equity protocols as described in Exhibit F. The District has contracted with the City of Portland for assistance in program administration and compliance. The Contractor Workforce Equity protocols shall apply to:

iii. The Work Authorization with a value greater than $1,000,000; and

iv. Any subcontract greater than $250,000.

2. Contractor Workforce Equity Protocols.

i. Contractor will ensure that a minimum of 20% of labor hours in each apprenticeable trade performed by the contractor and subcontractors on District projects subject to the District Contractor Workforce Equity protocols are performed by state-registered apprentices;

ii. Contractor will utilize outreach, partnership and recruitment with workforce organizations, trade apprenticeship programs and unions to create an apprenticeship program that reflects the diversity of the Portland metropolitan area; and https://pps.diversitysoftware.com/

iii. Contractor will strive to achieve the District’s aspirational workforce diversity goal of a minimum of 25% minority and 14% female hours (including both journey and apprentice level workers) on each eligible project.

10. Unsupervised Contact with Students; Criminal Background Checks. This provision is required by statute.

“Unsupervised contact” with students means contact that provides the person opportunity and probability for personal communication or touch with students when not under direct supervision by District personnel. ORS

326.603; OAR 581-021-0500.

CHOOSE ONE:

a. Contractor will have no direct, unsupervised contact with students in the performance of this contract.

• Contractor shall ensure that Contractor, any subcontractors, and their officers, employees, and agents will have no direct, unsupervised contact with students.

• Contractor will discuss any questions or concerns about these requirements with District Point of Contact (named on the first page of this Contract) before beginning work.

• Contractor, any subcontractors, and their officers, employees and agents must immediately remove themselves from any situation involving direct, unsupervised contact with students.

• If Contractor is unable to ensure through a security plan that none of its officers, employees, or agents or those of its subcontractors will have direct, unsupervised contact with students in a particular circumstance or circumstances, then Contractor shall notify District Point of Contact and undergo a criminal background check before beginning any work that could result is such contact.

• Contractor must check in at the school office and wear a visitor badge while on District property or in the presence of District students.

• A violation of these provisions is grounds for immediate termination of this Contract by the District.

OR

b. Performance under this Contract may require or cause Contractor to have direct, unsupervised contact with students. As required by ORS 326.603, Contractor must undergo a finger-print based criminal background check before beginning work under this Contract.

• Contractor authorizes District to obtain information about Contractor and its history and to conduct a criminal background check, including fingerprinting, of any Contractor officers, employees, or agents who will have unsupervised contact with students. Contractor shall cause its employees and/or subcontractors, if any, to authorize District to conduct these background checks.

• Contractor shall pay all fees assessed by Oregon Department of Education for processing the background check. District may deduct the cost of such fees from a progress or final payment to Contractor under this Contract, unless Contractor elects to pay such fees directly.

• After completion of the criminal background check, Contractor will be provided with a District badge.

• Contractor must the wear the badge provided by the District while on District property or in the presence of District students.

11. Designation of Representatives.

a. The District’s Representative is: Name and Contact Information

b. The Contractor’s Representative is: Name and Contact Information

c. A party may change its designated representative upon 30 days written notice to the other party.

12. Notice and Communications.

a. Notices and communications between the parties to this Contract may be sent to the following addresses:

District: Contractor:

Name Name Portland Public Schools

P.O. Box 3107 Portland, Ore. 97208-3107

b. The party giving notice will provide notice in writing, dated and signed by the party giving notice or by a duly authorized representative of that party. Notice is not effective for any purpose whatsoever unless served in one of the following manners:

c. If notice is given by personal delivery, it is deemed delivered on the day of delivery.

d. If notice is given by overnight delivery service, it is deemed delivered one (1) day after date deposited, as indicated by the delivery service.

e. If notice is given by depositing same in United States mail, enclosed in a sealed envelope, it is deemed delivered three days after date deposited, as indicated by the postmarked date.

f. If notice is given by registered or certified mail with postage prepaid, return receipt requested, it is deemed delivered on the day the notice is signed for.

13. Independent Contractor Status. By its signature on this contract, Contractor certifies that the service or services to be performed under this Contract are those of an independent contractor as defined in ORS 670.600, and that Contractor is solely responsible for the work performed under this Contract. Contractor represents and warrants that Contractor, its subcontractors, employees, and agents are not "officers, agents, or employees" of the District within the meaning of the Oregon Tort Claims Act (ORS 30.260 through 30.300). Contractor shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for services under this Agreement.

14. Compliance With Applicable Law. Contractor shall comply with all federal, state, and local laws applicable to the Work under this Contract, and all regulations and administrative rules established pursuant to those laws, including without limitation, the following requirements of the Oregon Public Contract Code:

a. ORS 279A.110 (Non-discrimination Certification): Contractor shall certify that Contractor has not discriminated and will not discriminate against a Subcontractor in the awarding of a subcontract because the Subcontractor is a minority, women, or emerging small business enterprise certified under ORS 200.055.

b. ORS 279C.380 (Performance and Payment Bonds): Unless exempted by the Owner in writing pursuant to the Owner's local public contracting rules, prior to starting work under this Contract, Contractor or its Subcontractor shall execute and deliver to Owner a good and sufficient performance bond, in a form acceptable to Owner, in a sum equal to 100% of the construction portion of the Contract Price, and Contractor or its Subcontractor shall execute and deliver to Owner a good and sufficient payment bond, in a form acceptable to Owner, in a sum equal to 100% of the construction portion of the Contract Price, solely for the protection of claimants under ORS 279C.600.

c. ORS 279C.505 (Prompt Pay Requirement, Liens, Taxes, and Drug Testing): Contractor shall make payment promptly, as due, to all persons supplying to such Contractor labor or material for the performance of the Work provided for in such Contract; pay all contributions or amounts due the Industrial Accident Fund from such Contractor or Subcontractor incurred in the performance of the Contract; not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished; and pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. Contractor shall further demonstrate that an employee drug testing program is in place.

d. ORS 279C.510 (Recycling/Composting): If this Contract includes demolition work, the Contractor shall salvage or recycle construction and demolition debris, if feasible and cost-effective. If this Contract includes lawn or landscape maintenance, the Contractor shall compost or mulch yard waste material at an approved site, if feasible and cost-effective.

e. ORS 279C.515 (Failure to Pay Promptly): If Contractor fails, neglects, or refuses to make prompt payment of any Claim for labor or services furnished to the Contractor or a Subcontractor by any person in connection with this Contract as such Claim becomes due, the Owner may pay such Claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the Contractor by reason of this Contract. The payment of a Claim in the manner authorized in this section shall not relieve the Contractor or the Contractor's surety from any obligation with respect to any unpaid Claims. Unless the payment is subject to a good-faith dispute as defined in ORS 279C.580, if Contractor or any first-tier Subcontractor fails to pay any Claim for materials or labor furnished under this Contract within 30 days after being paid by Owner, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the 10-day period that payment is due under ORS 279C.580(4). A person with any such unpaid Claim may file a complaint with the Construction Contractor's Board unless the complaint is subject to a good-faith dispute as defined in ORS 279C.580.

f. ORS 279C.520 and 279C.540 (Hours of Labor, Holidays, and Overtime): Except as otherwise provided in an applicable collective bargaining agreement with a labor organization, Contractor shall not employ and shall require that its Subcontractors not employ any person to perform construction work for more than ten hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it, and in such cases, except in cases of Contracts for personal services as defined in ORS 279A.055, the laborer shall be paid at least time and a half pay:

1. For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; and

2. For all overtime in excess of ten hours a day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and

3. For work performed on Saturday and on any legal holiday specified in any applicable collective bargaining agreement or ORS 279C.540(1)(b).

4. The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week shall not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C.

Section 201 to 209 from receiving overtime. Contractor shall and shall require its Subcontractors to give notice in writing to their employees who work under this Contract, either at the time of hire or before commencement of Work on the Contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

g. ORS 279C.520(1)(b) and (c) (Pay Equity):

1. Contractor shall comply with ORS 652.220 (Prohibition of discriminatory wage rates based on sex;

employer not to discriminate against employee who is a complainant). Compliance is a material element of the Contract. Failure to comply is a breach that entitles the District to terminate the contract for cause.

2. Contractor may not prohibit any of the Contractor’s employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person, and may not retaliate against an employee who does so.

h. ORS 279C.525 (Notice of Environmental Regulations): State law requires that solicitation documents for a public improvement contract make specific reference to federal, state, and local agencies that have enacted ordinances, rules, or regulations dealing with the prevention of environmental pollution or the preservation of natural resources that may affect the performance of this Contract. These agencies include, but are not limited to:

1. Federal Agencies: Department of Agriculture, Forest Service, Soil and Water Conservation Service, Coast Guard, Department of Defense, Army Corps of Engineers, Department of Emergency, Federal Energy Regulatory Commission, Environmental Protection Agency, Department of Health and Human Services, Department of Housing and Urban Development, Solar Energy and Energy Conservation Bank, Department of Interior, Bureau of Land Management, Bureau of Indian Affairs, Bureau of Mines, Bureau of Reclamation, Geological Survey, Minerals Management Service, U.S. Fish and Wildlife Service, Department of Labor, Mine Safety and Health Administration, Occupational Safety and Health Administration, Department of Transportation, Federal Highway Administration, and Water Resources Council.

2. State Agencies: Department of Administrative Services, Department of Agriculture, Soil and Water Conservation Commission, Columbia River Gorge Commission, Department of Energy, Department of Environmental Quality, Department of Fish and Wildlife, Department of Forestry, Department of Geology and Mineral Industries, Department of Human Resources, Department of Consumer and Business Services, Land Conservation and Development Commission, Department of Parks and Recreation, Division of State Lands, and Department of Water Resources.

3. Local Agencies: City councils, county courts, county boards of commissioners, metropolitan service district councils, design commissions, historic preservation commissions, planning commissions, development review commissions, special district boards of directors, and other special districts and special governmental agencies such as Tri-Met, urban renewal agencies, and Port Districts.

4. Tribal Governments.

i. ORS 279C.530 (Payment for Medical Care and Workers' Compensation): Contractor shall promptly, as due, make payments to any person, co-partnership, association, or corporation furnishing medical, surgical, and hospital care or other needed care and attention, incidental to sickness or injury, to the employees of such Contractor, of all sums which the Contractor agrees to pay for such services and all moneys and sums which the Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for such service. All employers, including the Contractor, that employ subject workers who work under this Contract in the State of Oregon shall comply with ORS

656.017 and provide the required workers' compensation coverage, unless such employers are exempt under ORS 656.126. Contractor shall ensure that each of its Subcontractors complies with these requirements.

j. ORS 279C.545 (Time Limitations on Claims for Overtime): Construction workers employed by the Contractor or its Subcontractor shall be foreclosed from the right to collect for any overtime under this Contract unless a claim for payment is filed with the Contractor or Subcontractor within 90 days from the completion of the Contract, providing the Contractor or Subcontractor has:

1. Caused a circular clearly printed in blackface pica type and containing a copy of this section to be posted in a prominent place alongside the door of the timekeeper's office or in a similar place which is readily available and freely visible to any or all workers employed on the Work; and

2. Maintained such circular continuously posted from the inception to the completion of the Contract on which workers are or have been employed.

k. ORS 279C.580(3) (Prompt Payment of First-Tier Subcontractors): Contractor shall include in each subcontract for property or services with a first-tier Subcontractor a clause that obligates the Contractor to pay the first-tier Subcontractor for satisfactory performance under its subcontract within ten days out of such amounts as are paid to the Contractor by the Owner. Contractor shall also include in each subcontract a clause that states that if the Contractor fails to pay any claim for materials or labor furnished under this Contract within 30 days after being paid by Owner, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the ten-day period that payment is due under ORS 279C.580(3). Contractor shall require each first-tier Subcontractor to include a payment clause and interest clause conforming to the requirements of ORS 279C.580 in each of its subcontracts, and to require each of its Subcontractors to include a similar clause in each contract with a lower-tiered subcontractor or supplier.

l. ORS 279C.605 (Notice of Claim on Bond): Any person claiming a right of action under ORS 279C.600 must file a notice of claim as provided in ORS 279C.605.

m. ORS 671.560, 701.026 (Landscape/Construction Contractors License Required): If Contractor is performing work as a landscape contractor as defined in ORS 671.520(2), Contractor must have a current, valid landscape contractor's license issued under ORS 671.560. If Contractor is performing work as a Contractor as defined in ORS 701.005(2), Contractor must have a current, valid construction contractor's license issued under ORS 701.026. Contractor shall further certify that all Subcontractors performing Work described in ORS 701.005(2) are registered with the Construction Contractors Board or licensed by the State Landscaping Contractor's Board as required by the above-noted statutes before they commence Work under this Contract. Contractor shall maintain in effect all licenses, permits, and certifications required for the performance of the Work. Contractor shall notify Owner immediately if any license, permit, or certification required for performance of this Contract shall cease to be in effect for any reason.

15. DCU Collective Bargaining Agreement Wage Requirements; BOLI Prevailing Wages

CHOOSE ONE:

a. If this Contract involves services that fall under the current District and District Council of Unions (“DCU”) labor agreement (“Labor Agreement”), then Contractor shall pay to workers described below and employed under this Contract hourly compensation comparable to workers covered under the Labor Agreement.

1. Workers subject to DCU requirements include brick mason, carpenter, carpet and linoleum layer, cement mason, electrician, glazier, laborer, landscape laborer, machinist, painter, plasterer, plumber, roofer, sheet metal worker, steamfitter, tile setter, vehicle mechanic, mason tender, plumber’s helper, motor winder, electronic technician, and machinist helper.

2. Contractor may comply with this requirement by:

i. Demonstrating that it is a signatory to the appropriate Craft Master Labor Agreement for the services under this Contract; or

ii. Submitting other reliable proof that the wage and benefit package paid to workers described above and employed under this Contract is equal to or better than the wage and benefit package provided to comparable workers under the Labor Agreement.

3. Contractor agrees to provide information that District or the DCU may reasonably request to demonstrate Contractor’s compliance with this Section.

OR

b. This Contract is subject to payment of prevailing wages under ORS 279C.800 to 279C.870. Contractor must comply with the following statutory provisions:

1. ORS 279C.800 to 279C.870: If the project price exceeds $50,000, the Contractor and any subcontractors shall pay not less than prevailing wages to its workers as required by ORS 279C.840.

The applicable prevailing wage rates are those in effect at the time this specification was first advertised for bid and are hereby incorporated as part of the Contract Documents. (Prevailing Wage Rates for this project are including the Amendment which can be found at www.oregon.gov/BOLI.)

Contractor and any subcontractors shall post the prevailing wage rates in a conspicuous and accessible place in or about the project. Pursuant to ORS 279C.825(1), a fee is required to be paid to the Commissioner of the State of Oregon Bureau of Labor and Industries ("BOLI"). The fee shall be paid pursuant to the administrative rule of the Commissioner.

2. ORS 279C.836: If this Contract is subject to payment of prevailing wages under ORS 279C.800 to 279C.870, the Contractors shall:

i. File a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting work on the project, unless exempt under ORS 279C.836(2) (7) or (8).

ii. Include in every subcontract a provision requiring the subcontractor to file a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting work on the project, unless exempt under ORS 279C.836(2) (7) or (8).

2. ORS 279C.845: If this Contract is subject to payment of prevailing wages under ORS 279C.800 to 279C.870:

i. The Contractor or the Contractor's surety and every subcontractor or subcontractor's surety shall file with the District a certified statement on a form provide by the BOLI certifying the hourly rate of wage paid each worker employed by the Contractor or subcontractor on the work and that no such worker has been paid less than the prevailing rate of wage or wage specified under the Contract.

ii. Notwithstanding ORS 279C.555 or 279C570(7), the District shall retain 25% of all amounts earned by the Contractor until the Contractor has filed the certified statements as required by ORS 279C.845. In addition, the Contractor shall retain 25% of any amount earned by a First Tier Subcontractor until such subcontractor has filed the certified statements with the District. The District and/or the Contractor shall pay any such retained amounts within 14 days after such certified statements are filed.

http://www.oregon.gov/BOLI/

Contractor has the power and authority to enter into and perform this Contract. The persons executing this Contract on behalf of Contractor have the actual authority to bind Contractor to the terms of this Contract.

CONTRACTOR

FULL, LEGAL NAME OF CONTRACTOR

Signature

Printed Name and Title

Date

DISTRICT

School District No. 1J, Multnomah County, Oregon

Paul Williams Director, Purchasing & Contracting

Date

Flexible Services Contractor Pool Contract General Conditions Rev. 070824

EXHIBIT A

SCHOOL DISTRICT NO. 1J, MULTNOMAH COUNTY, OREGON

(PORTLAND PUBLIC SCHOOLS)

FLEXIBLE SERVICES CONTRACTOR POOL CONTRACT

GENERAL CONDITIONS

June 2024

1. General Provisions.

a. Business Days. Business days shall mean every day except Saturday, Sunday, and the eleven legal holidays recognized for employees of Portland Public Schools.

b. Contract Documents. The “Contract Documents” are enumerated in the Construction Contract between District and Contractor (“Contract”) and consist of the Contract, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, additions or deletions to, material changes in, or general interest explanations of a Solicitation Document (“Addenda”) (other than Addenda relating to bidding requirements) issued prior to the bid, other documents listed in the Contract, and Modifications issued after execution of the Contract. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. Performance by Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

c. Contract Schedule. The “Contract Schedule” is the graphical representation of the practical plan for carrying out the Work and completing the Work within the Contract Time as set forth in the Contract Documents. The Contract Schedule provides a list of intended events and times to complete each event as set forth in the Contract Documents.

d. Days. Days are calendar days, including weekdays, weekends and holidays, unless otherwise specified.

e. Drawings. The “Drawings” are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams.

f. Three Week Look Ahead Schedule

1. Each week the Contractor shall prepare and present an updated schedule showing the planned activities for the next three weeks and one week prior. The schedule shall be coordinated with the master schedule and accurately portray activities completed and activities planned for the upcoming weeks. Unless otherwise directed by the Owner, the Contractor shall present this schedule at a weekly meeting.

2. Provide copies to the participants at the time of the weekly Progress Meeting. Format shall be 11" by 17" or as necessary to be easily legible.

g. Modification. A “Modification” is

1. a written amendment to this Contract signed by both parties;

2. a Change Order;

3. a Construction Change Directive; or

h. Organization of Drawings and Specifications. “Organization of Drawings and Specifications” into divisions, sections, articles, or otherwise arranged will not control Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade subcontractor.

i. Project. The “Project” is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by District and by separate Contractors.

j. Project Site. The “Project Site” is the property upon which the Project lies and District’s property that surrounds the Project, extending to the District’s property boundary.

k. Specifications. The “Specifications” are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards, and workmanship for the Work and performance of related services.

2. District’s Responsibilities.

a. Authorized Representative. District shall designate a person in writing to be the authorized representative with express authority to bind and communicate on behalf of District with respect to all matters requiring District’s approval or authorization (“District Representative”). The terms “District” and “Owner” include the District Representative.

b. Contract Administration. District shall provide contract administrative services for the Project through District’s authorized representative. The District Representative may engage and delegate authority to such additional staff and professional and technical consultants as District deems necessary to assist in perform its administrative tasks. Contractor shall direct all Project communications to District and in accordance with the Contract Documents, or as District directs in writing.

1. District may engage professional architects or engineers to assist District during construction of the Project to interpret technical contract provisions and to determine the amount, quality, acceptability, and fitness of the Work. Such architects or engineers will be authorized to act on behalf of District only to the extent expressly provided in the Contract Documents or as District otherwise directs in writing.

2. District may engage a consulting construction manager to provide Project administrative services on District’s behalf. Such construction manager will be authorized to act on behalf of District to the extent expressly provided in the Contract Documents or as District otherwise directs in writing.

3. District may retain certain project inspectors to monitor compliance with Drawings and Specifications for the Project, as well as applicable codes and ordinances. Such project inspectors will be authorized to act on behalf of District to the extent expressly provided in the Contract Documents or as District otherwise directs.

c. Access to the Work. District and its designated representatives shall have free access to the Work at all times.

Contractor shall not carry on Work except with the knowledge of District and its designated representatives.

District may require special inspection or testing of any portion of the Work, whether it has been fabricated, installed, or fully completed. Inspection or observation of Work shall not relieve Contractor from any obligation to fulfill the Contract.

d. Right to Stop or Reject Work. District may reject Work that fails to conform to the Contract Documents, as determined by District. If Contractor fails to promptly correct such defective Work, District may issue a written order directing Contractor to stop the Work, or designated portion thereof, until the cause for such order is eliminated. The right of District to stop the Work shall not give rise to a duty on the part of District, or any of its representatives, to discover nonconforming Work or to exercise the right to stop the Work for the benefit of Contractor or any other person or entity.

e. Permits and Access. Except for permits and fees that are Contractor’s responsibility under the Contract Documents, District shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures, or for permanent changes in existing facilities.

f. Subsurface Surveys. District shall make available to Contractor, and Contractor shall study, the results of such test borings and information that District has concerning subsurface conditions and site geology. Contractor shall inform District of any other site investigation, analysis, study, or test conducted by or for Contractor or its agents and shall make the results available to District upon District’s request.

3. Contractor’s Responsibilities.

a. General Responsibilities.

1. Authorized Representative. Contractor shall designate a person in writing to be the authorized representative with express authority to bind and communicate on behalf of Contractor with respect to all matters requiring Contractor’s approval or authorization (“Contractor Representative”). The term “Contractor” means the Contractor or the Contractor Representative.

2. Materials, Equipment, and Services. The Contractor will provide all labor, materials, equipment, and services necessary to complete the Work, all of which will be provided in full accord with the Contract Documents.

3. Supervision and Coordination. Unless otherwise provided in the Contract Documents, the Contractor will be responsible for the supervision and coordination of the Work, including the construction means, methods, techniques, sequences, and procedures utilized.

4. Project Correspondence. Contractor shall provide District with a copy of all written communications between Contractor and District’s consultants at the same time as that communication is made to such consultants, including, without limitation, all requests for information, correspondence, submittals, notices, and change order proposals. Contractor shall confirm oral communications in writing.

5. Project Boundary. Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment.

6. Taxes. Contractor shall pay all applicable taxes for the Work provided by Contractor that are legally applicable at the time the bid is submitted, whether or not yet effective or merely scheduled to go into effect.

7. Permits, Fees and Notices. Except as otherwise provided in the Contract Documents, Contractor shall secure and pay for all permits, licenses, and certificates necessary for prosecution of Work before the date of the commencement of the Work or before the permits, licenses, and certificates are legally required to continue the Work without interruption. Contractor shall obtain and pay, when legally required, for all licenses, permits, inspections, and inspection certificates required by any authority having jurisdiction over any part of the Work included in the Contract. Contractor shall deliver all final permits, licenses, and certificates to District before demand is made for final payment.

b. Worksite Conditions.

1. Benchmarks and Monuments. Contractor shall protect and preserve established benchmarks and monuments and shall not change locations of benchmarks and monuments without District’s prior written approval. Contractor shall replace any benchmarks or monuments that are lost or destroyed subsequent to proper notification of District and with District’s approval.

2. Field Verification. Prior to the commencement of the Work, Contractor shall review the Project Site with District in detail and identify the area of the Work, staging areas, connections or interfacing with existing structures and operations, and restrictions on the Work site area.